Exhibit 11.1


                  INDUSTRIAL DEVELOPMENT BANK OF ISRAEL LIMITED

                                 CODE OF ETHICS

This Code of Ethics has been adopted by the Board of Directors of Industrial
Development Bank of Israel Limited (hereinafter-"THE BANK") and applies to
Officers of the Bank (as the term "Officer" is defined in the Companies
Law-1999, including directors) and to employees of the Bank (hereinafter -
"YOU").

References in this Code of Ethics to the Bank means the Bank or any of its
subsidiaries.

1.   PURPOSES OF CODE OF ETHICS:

     The purposes of this Code of Ethics are to:

1.1  Outline the broad principles of legal and ethical business conduct that the
     Bank expects all of you to follow;

1.2  Deter wrongdoing at the Bank;

1.3  Promote the following objectives:

1.3.1 Honest and ethical conduct, including the ethical handling of actual or
     apparent conflicts of interest between personal and professional
     relationships;

1.3.2 Full, fair, accurate, timely and understandable disclosure in reports and
     documents that the Bank files with, or submits to, the Tel Aviv Stock
     Exchange ("TASE") or the United States Securities and Exchange Commission
     ("SEC") and in other public communications made by the Bank;

1.3.3 Compliance with applicable governmental laws, rules and regulations;

1.3.4 Prompt internal reporting of violations of this Code of Ethics to the
     Internal Auditor;

1.3.5 Accountability for adherence to the Code of Ethics.

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2.   CONFLICT OF INTEREST:

     You should avoid all conflicts of interest or the appearance of such
     conflicts between the Bank's interests and your personal interests.

2.2  "CONFLICT OF INTEREST":

2.2.1 Exists when you have a direct or indirect personal interest in a situation
     that affects or appears to affect your judgment and divides your loyalties
     between two or more competing interests

2.2.2 Arises when you take action or have a personal interest that may make it
     more difficult to perform your work for the Bank objectively and
     effectively

2.2.3 Arises when you or a family member receives improper personal benefits as
     a result of his or her position with the Bank, whether from a third party
     or from the Bank

2.2.4 "Relative" in this Code of Ethics means spouse, your brother or sister,
     your parents, your parents' parents, your children or the children of your
     spouse, and the spouse of all of those above-mentioned.

2.3  As conflicts of interest are not always clear-cut, you should consult with
     your supervisor or the Internal Auditor if you have any questions.

2.4  You must obtain written approval from the Bank's Audit Committee before
     engaging in any of the following activities:

2.4.1 Serving as an officer (including as director), employee or consultant of a
     supplier (services or supplies)or other business associated with the Bank;

2.4.2

2.4.2.1 Conducting business with a supplier or other party mentioned in
     par.2.4.1 above or holding (directly or indirectly) a beneficial interest
     in a supplier or other party as above.

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2.4.2.2. Notwithstanding the above, you may hold such interest if you hold them
     by virtue of and via a trust or mutual fund, or if you hold shares in a
     company traded on the Tel Aviv Stock Exchange or some other stock exchange
     abroad and your holdings of any type of shares of said company do not
     exceed (together with your family members) 1%.

2.4.3.2 Conducting the Bank's business with family members.

2.4.2.4 Acting as a broker, finder or other intermediary for your own benefit or
     for a third party's benefit in a transaction that involves the Bank.

2.5

2.5.1 You are prohibited from taking for your own personal benefit or the
     benefit of any third party, any business opportunity that arises through
     the use of corporate property, information or position.

2.5.2 Bank property and resources, such as information systems, should be used
     solely for the Bank's purposes.

2.6

2.6.1 You may not compete with the Bank. In this context you must not serve as
     an officer (including director) or work as an employee or advisor of a
     competitor (current or prospective) of the Bank, and you must not hold
     (directly or indirectly) a beneficial interest of any kind in any such
     entity.

2.6.2 Notwithstanding the above, you may hold such interest if you hold them by
     virtue of and via a trust or mutual fund, or if you hold shares in a
     company traded on the Tel Aviv Stock Exchange or some other stock exchange
     abroad and your holdings of any type of shares of said company do not
     exceed (together with your family members) 1%.

2.7  You should not accept gifts or other benefits contrary to the instructions
     of the Bank rules in this matter (Rule No. 2-50) and in general you must
     comply with the instructions of the said rule.

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2.8

2.8.1 You should not participate in the processing of any request or
     recommendation for extension of credit by the Bank or its renewal or
     setting or changing its terms (including the security securing it) or
     participating in any recommendation or approval of any of these matters to
     any individual or entity with which you or any family member has any direct
     or indirect involvement or financial participation.

2.8.2 You should avoid both actual and potential conflicts between your personal
     interests and the duties, which they are assigned to by the Bank or with
     the duties, which the Bank has to its customers.

2.8.3 You should promote good internal governance by full and fair disclosure to
     the institutions of the Bank, its officers and employees.

2.8.4 You should keep confidential any information learned through or in
     relation to your position with the Bank.

2.8.5 You should act fairly and in good faith toward the Bank's customers while
     protecting the legitimate interests of the Bank.

2.8.6 You should conduct yourself in full compliance with applicable laws and
     regulations.

2.8.7 You should uphold the standards, policies, and goals of the Bank and
     protect its interests.

3.   ACCOUNTING CONTROLS AND FINANCIAL REPORTING

3.1  The Bank has established the following guidelines and procedures related to
     keeping books and records that in reasonable detail reflect all of the
     Bank's transactions and the acquisition and disposition of its assets.

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3.2  Full, fair, accurate, timely and understandable disclosure is required in
     all reports the Bank files with the TASE and the SEC. The Bank seeks to
     provide disclosure to the investment community that is not only in
     conformity with the relevant disclosure rules, but also fairly presents to
     investors the financial condition and results of operations of the Bank.
     The Bank has adopted and implemented procedures for internal disclosure to
     ensure the flow of information from all levels of the Bank to the Genearl
     Manager and the Comptroller, who is the head financial officer of the Bank.
     To accomplish these goals, employees involved in the maintenance of
     accounting records or the preparation of financial reports or other
     disclosure to the TASE or the SEC must comply with the following:

3.2.1 All transactions must be executed only in accordance with the approval of
     the authorized bodies of the Bank.

3.2.1 All transactions must be accurately recorded to permit the preparation of
     financial statements in conformity with generally accepted accounting
     principles, the Bank's system of internal accounting controls, and other
     applicable rules, regulations and criteria, and to insure full
     accountability for all assets and activities of the Bank.

3.2.3 Off-balance sheet transactions, arrangements and obligations must not be
     executed, and unrecorded funds or assets must not be maintained unless
     permitted by applicable law or regulation. If permitted, such transactions,
     arrangements, obligations and accounts, if material, must be disclosed in
     appropriate reports to the TASE and to the SEC.

3.2.4 All Bank accounting records, as well as reports produced from those
     records, must be kept and presented in accordance with governing law.

3.2.5 All records must fairly and accurately reflect the transactions or
     occurrences to which they relate, and the Bank's assets, liabilities,
     revenues and expenses.

3.2.6 The Bank's accounting records must not contain any intentionally false or
     misleading entries.

3.2.7 No transaction may be intentionally misclassified as to accounts or
     accounting periods.

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3.2.8 All transactions must be supported by accurate documentation in reasonable
     detail and recorded in the proper account and in the proper accounting
     period.

3.2.9 The Bank's auditor (who is an independent auditor) may visit the Bank's
     premises and review the Bank's books and records from time to time in
     connection with the Bank's preparation of financial reports or other
     disclosure which it provides to or files with the SEC or the TASE. No
     information should be concealed from the independent auditor or the Audit
     Committee. You must cooperate fully with the independent auditor who is
     preparing the Bank's financial reports or other disclosure to be provided
     to or filed with the SEC and the TASE.

4.   COMPLIANCE WITH LAWS, RULES AND REGULATIONS

4.1  Violation of applicable laws, rules or regulations may subject the Bank, as
     well as any employees involved, to severe adverse consequences, including
     imposition of injunctions, monetary damages (which could far exceed the
     value of any gain realized as a result of the violation) fines and criminal
     penalties, including imprisonment. In addition, actual or apparent
     violations of applicable laws, rules and regulations can undermine the
     confidence of the Bank's customers, investors, creditors and bankers, as
     well as that of the general public.

4.2  The activities of the Bank, its officers and its employees must always be
     in full compliance with both the letter and spirit of all laws, rules and
     regulations applicable to the Bank.

4.3  No officer or employee shall assist any third party in violating any law,
     rule or regulation applicable to said third party in its relations or
     connection to the Bank.

4.4  When an officer or employee has any doubt as to the lawfulness of any
     proposed activity, advice must be sought from the General Counsel.

5.   EFFECTS OF FAILURE TO COMPLY

     Conduct violative of this Code of Ethics is expressly outside the officer's
     employee's scope of employment and authority and in a disciplinary offense.
     Accordingly, any officer or employee whose conduct violates this Code of
     Ethics may be subject to various disciplinary actions by the Bank, pursuant
     to its severity, including discharge and/or forfeiture of any benefits or
     rights (subject to all laws).

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6.   AMENDMENTS TO THE CODE OF ETHICS

     Any amendment of this Code of Ethics will be made only by the Board of
     Directors and notified in writing and will be promptly disclosed as
     required by law or regulation of the TASE or the SEC, applying to the Bank.

7.   INTERNAL COMMUNICATION AND ENFORCEMENT OF POLICY

7.1  Any questions regarding this Code of Ethics or its application should be
     discussed with the Internal Auditor of the Bank.

7.2  It is important that each officer and employee comply with the letter and
     spirit of the Code of Ethics. If you believe that one of the Bank's
     officers or employees is in violation of the Code of Ethics, or that you
     have been requested to violate the Code of Ethics, you should immediately
     bring this to the attention of the Internal Auditor of the Bank.

7.3  In order to encourage uninhibited communication of such matters described
     in Paragraph 7.2 above, such communications will be treated confidentially
     to the fullest extent possible and no disciplinary or other retaliatory
     action will be taken against an officer or employee who communicates such
     matters.

8.   PROVISION OF LAW

     The provisions of this Code of Ethics do not derogate from the provisions
     of any law applicable to any officer or employee of the Bank, in their
     position (including the above-said matter) but rather to supplement them.

9.   BRINGING THE CODE OF ETHICS TO THE ATTENTION OF THE OFFICERS AND EMPLOYEES
     OF THE BANK

     The Code of Ethics shall be distributed to all the officers and employees
     of the Bank, and it shall be included as part of the Rules of the Bank.